|
|
|
Legislative Assembly of New Brunswick
Status of Legislation - First Reading Bill
An Act Respecting Administrative Matters in Various Corporate Acts
 
Legislature :
55
Session :
1
Bill No. :
20
Member :
Hon. Mr. Mockler
First Reading :
2003-12-9
Second Reading :
2003-12-12
Committee of the Whole :
2004-5-4
Amended :
Third Reading :
2004-5-5
Royal Assent :
2004-5-28
Download PDF :
  Bill 20         
.........................................................................................................................................................................................................
Text of Bill :
Chapter Outline



Business Corporations Act............................................................................................................... 1

Limited Partnership Act.................................................................................................................... 2

Partnerships and Business Names Registration Act....................................................................... 3





Her Majesty, by and with the advice and consent of the Legislative Assembly of New Brunswick, enacts as follows:



Business Corporations Act

1(1)                   Section 124 of the Business Corporations Act, chapter B-9.1 of the Acts of New Brunswick, 1981, is amended



(a)               in subsection (2) by striking out the portion preceding paragraph (a) and substituting the following:



124(2)            The articles of amalgamation shall have attached thereto a statement of a director or an officer of each amalgamating corporation that



(b)               in subsection (4) by striking out "statutory declaration" and substituting "statement".



1(2)                   Section 180 of the Act is amended by adding after subsection (1) the following:



180(1.1)       For the purposes of subsection (1), any signature of the Director may be printed, stamped or otherwise mechanically reproduced.



1(3)                   Section 186 of the Act is amended



(a)               by repealing subsection (2) and substituting the following:



186(2)            Where articles or a statement relating to a corporation are required to be sent to the Director, the Director shall, upon receipt of the articles or statement, any other required documents and the prescribed fee, unless otherwise specifically provided,



(a)               record the date of filing,



(b)               issue the appropriate certificate,



(c)                file a copy of the certificate and relevant articles or statement,



(d)               send to the corporation or its representative a copy of the certificate and relevant articles or statement, and



(e)                publish in The Royal Gazette notice of the issue of the certificate, and the cost of the publication shall be paid by the incorporators or corporation.



(b)               by adding after subsection (2) the following:



186(2.1)       The articles or statement referred to in subsection (1) shall be signed by a director or officer of the corporation or, in the case of articles of incorporation, by the incorporators.



186(2.2)       Where articles or a statement referred to in subsection (2) are submitted in paper form, the person submitting the articles or statement shall, at the request of the Director, submit two copies of the articles or statement.



(c)               by repealing subsection (4).



1(4)                   Subsection 191(5) of the Act is amended by striking out "attached" and substituting "relevant".



1(5)                   Section 197 of the Act is amended



(a)               by repealing subsection (1) and substituting the following:



197(1)            An extra-provincial corporation shall apply to the Director for registration by sending a copy of a statement in the prescribed form.



(b)               by adding after subsection (1) the following:



197(1.1)       A statement referred to in subsection (1) shall be signed by a director or officer of the extra-provincial corporation.



197(1.2)       Where the statement referred to in subsection (1) is submitted in paper form, the person submitting the statement shall, at the request of the Director, submit two copies of the statement.



1(6)                   Subsection 200(1) of the Act is repealed and the following is substituted:



200(1)            Where an extra-provincial corporation applies for registration, the Director shall, upon receipt of the statement in the prescribed form, any other documents required by section 197 and the prescribed fee, unless otherwise specifically provided,



(a)               record the date of filing,



(b)               issue the appropriate certificate,



(c)                file a copy of the certificate and relevant statement,



(d)               send to the corporation or its representative a copy of the certificate and relevant statement, and



(e)                publish in The Royal Gazette notice of the issue of the certificate, and the cost of the publication shall be paid by the extra-provincial corporation.



Limited Partnership Act

2                           The Limited Partnership Act, chapter L-9.1 of the Acts of New Brunswick, 1984, is amended by adding after section 39 the following:



39.1                  Where the signature of the registrar is required or authorized for any purpose under this Act, the signature may be printed, stamped or otherwise mechanically reproduced.



Partnerships and Business Names Registration Act

3                           The Partnerships and Business Names Registration Act, chapter P-5 of the Revised Statutes, 1973, is amended by adding after section 12.01 the following:



12.011            Where the signature of the registrar is required or authorized for any purpose under this Act, the signature may be printed, stamped or otherwise mechanically reproduced.



EXPLANATORY NOTES



Section 1



The amendment in paragraph (1)(a) requires a statement from a director or officer to accompany articles of amalgamation. The amendment in paragraph (1)(b) is consequential on the amendment in paragraph (1)(a). The amendment in subsection 1(2) permits reproduction of the Director's signature. The amendment in subsection 1(3) amends the filing requirements for various matters. The amendment in subsection 1(4) is consequential on the amendment in subsection 1(3). The amendments in subsections 1(5) and (6) amend the filing requirements for extra-provincial corporations.



Sections 2 and 3



These provisions permit reproduction of the registrar's signature.
.........................................................................................................................................................................................................
Legend
* Private Bill
** Bill referred to Standing Committee on Law Amendments
+ Private Member's Public Bill
++ Motion for second reading defeated
+++ Debate at second reading adjourned
DISCLAIMER